Contract Review

What it does

When someone else drafts the contract, we read it and compare it with our playbook: the written set of positions we take on each type of clause. You get a clear picture of where the draft departs from those positions, how serious each departure is and what change we'd propose.

The point is consistency and speed on the routine part, so lawyer time goes where judgement is needed. Two lawyers reading the same supplier contract should flag the same issues, and a playbook makes sure they do. Nothing leaves the firm before an attorney has checked it.

Functions

Playbook-based review of incoming contracts

When a counterparty sends a draft, we go through it clause by clause and compare each one with the playbook position for that type. A playbook says, for example, what liability cap we accept for a given kind of client, which indemnities are fine and which clauses are red flags. For each clause type it usually sets three levels: what we ask for, a fallback we can live with, and the point where a clause becomes a red flag. A clause that matches the preferred position passes without comment; one that only meets the fallback is noted; one beyond it is raised. A partner approves playbooks before we use them.

What goes in: the counterparty draft (Word or PDF) and the context of your deal. Context matters because the same clause reads differently depending on who you are. The big one is which side you're on (supplier or customer, licensor or licensee, seller or buyer), but the type of agreement and anything unusual about the deal count too. What comes out: for each clause, the issue we found, a suggested redline and a risk score, with the reasoning grounded in case law where relevant. A lawyer then goes through the findings, removes what doesn't matter and decides what to propose.

Risk overview

The scores per clause add up to an overview of where the contract is exposed. A contract with uncapped liability and a broad indemnity looks very different from one with a single point to negotiate. The overview helps you decide where to spend negotiation effort and where to accept the other side's text, and it answers quickly whether a contract is fine as it stands.

When many contracts are read for the same issues, as in a due diligence, we score each one the same way. The results can be compared, so a recurring problem such as change-of-control clauses or unlimited indemnities shows up as a pattern instead of a pile of separate remarks.

House-style check

We can also check a draft against our house style: structure, numbering, defined terms that are used but never defined, and inconsistent wording. You get a list of points for the drafter to fix. It's handy for contracts put together by several people and for documents that have been through many rounds.

What you receive

• a review note on the counterparty draft, with issues ranked by risk;
• proposed redlines in a Word document, ready to send once approved;
• a draft checked against the house style and for consistent defined terms;
• for transactions, a structured view of contract risk that feeds into the wider due diligence.

A walk-through: a supplier sends its standard SaaS terms. We load the draft and note which side you're on, and each clause is read against the playbook. It comes back with, for example, an uncapped indemnity rated high, an automatic renewal with a long notice period rated medium, and a governing-law clause rated low. The attorney checks every finding against the text, drops what doesn't matter for your deal, and turns the rest into a redline and a short note. You see the ranking first and decide where to negotiate. If the other side answers with a new version, we run the same steps on the changed clauses, so the note always reflects the current text.

Where it is used

We use contract review in commercial contracts and transactions for supplier, customer, SaaS and distribution agreements, and in patent and technology licensing when a licence arrives from the other side. It supports data and database rights protection where data terms need a look, and M&A and due diligence, where many contracts are read for the same issues.

For the legal background, see Commercial Contracts: a Map, SaaS agreements, licensing agreements and AI clauses in vendor contracts. When we draft instead of review, we use approved clauses on our Document Studio.